U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


    For year ended December 31, 1998         Commission File No. 33-30476-D


                       RENEGADE VENTURE (NEV.) CORPORATION
             (Exact name of registrant as specified in its charter)

                   NEVADA                                84-1108499
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)

       90 Madison Street, Suite 707
          Denver, Colorado 80206                        (303) 355-3000
(Address of Principal's Executive Offices)       (Registrant's Telephone No.
                                                       incl. area code)

         Securities registered pursuant to
           Section 12(b) of the Act:                         NONE

         Securities registered pursuant to
           Section 12(g) of the Act:              Common stock, $.001 par value

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for at least the past 90 days.

     Yes        No    X

     Indicate by check mark if no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

     Yes   X     No

     The registrant's revenues for its most recent fiscal year were $-0-.

     The  aggregate  market  value of the 122,875  shares of common stock of the
registrant held by non-affiliates on December 31, 1998, was not determinable.


     At  December  31,  1998,  a total of  320,000  shares of common  stock were
outstanding.

<PAGE>


                                TABLE OF CONTENTS


                                     PART I

Item 1.   Description of Business ..........................................   2
Item 2.   Description of Property ..........................................   8
Item 3.   Legal Proceedings ................................................   8
Item 4.   Submission of Matters to a Vote of Security Holders ..............   8

                                     PART II

Item 5.   Market for the Registrant's Common Equity and Related 
            Stockholder Matters ............................................   8
Item 6.   Management's Discussion and Analysis or Plan of Operation.........   9
Item 7.   Financial Statements .............................................  10
Item 8.   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure .........................  10

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act ..............  10
Item 10.  Executive Compensation ...........................................  11
Item 11.  Security Ownership of Certain Beneficial Owners and Management ...  12
Item 12.  Certain Relationships and Related Transactions ...................  13

                                     PART IV

Item 13.  Exhibits and Reports on Form 8-K .................................  13

          Index to Financial Statements ....................................  14

          Financial Statements ............................................. F-1


                                     PART I



Item 1. DESCRIPTION OF BUSINESS.

Background
----------

     Renegade Venture (Nev.) Corporation,  a Nevada corporation ("Company"),  is
in the development stage in accordance with Financial Accounting Standards Board
Standard No. 7, and is the successor by merger to Renegade Venture  Corporation,
a Colorado  corporation  ("Renegade  Colorado").  The merger occurred  effective
September 22, 1997, for the sole purpose of reincorporating the Company from the
State of Colorado to the State of Nevada.  The Company has not been operational,
other than  occasionally  searching  for a business  or venture to  acquire,  as
described below, or had revenues other than interest income since its inception.
On May 4, 1990, the Company  completed a small public offering of its securities
made pursuant to a  registration  statement of Form S-18,  selling  5,000,000 of
7,500,000  units  offered,  at the price of $.02 per unit.  In this offering the
Company realized net proceeds of $61,476 on gross proceeds of $100,000 raised in
the  offering.  Each unit sold  consisted  of TWO shares of common  stock of the
Company,  $.0001  par  value,  and ONE Class A Common  Stock  Purchase  Warrant,
exercisable  until December 7, 1991, at a price of $.02 to purchase one share of
common stock and one Class B Common Stock Purchase  Warrant.  All of the Class A
and Class B warrants expired without having been exercised.

                                        2

<PAGE>



Forward-Looking Information
---------------------------

     This report  contains  certain  forward-looking  statements and information
relating to the Company that are based on the beliefs of its  management as well
as assumptions  made by and information  currently  available to its management.
When  used  in this  report,  the  words  "anticipate",  "believe",  "estimate",
"expect",  "intend",  "plan",  and  similar  expressions,  as they relate to the
Company or its management, are intended to identify forward-looking  statements.
These statements reflect  management's  current view of the Company with respect
to  future  events  and are  subject  to  certain  risks and  uncertainties.  In
particular, should the Company fail to raise funding to originate a business, or
should any such  business  originated  fail,  or should the Company  fail in the
alternative to acquire an operating  company which ultimately is successful,  it
is unlikely  that the  Company's  stock will have any value or that any benefits
will flow from ownership of the Company's stock. The common stock of the Company
should be viewed at this time as a high risk  investment,  and no person  should
invest in the Company's stock unless able to comfortably  afford the loss of the
entire sum invested. The Company does not intend to update these forward-looking
statements.

Current Business
----------------

     The  Company  has  no  significant  assets  or  liabilities  and  is in the
development  stage.  The Company  intends to either  raise funds to  originate a
business or,  alternatively,  enter into a business combination with one or more
as yet  unidentified  privately held  businesses.  Management  believes that the
Company will be attractive to privately  held  companies  interested in becoming
publicly  traded by means of a business  combination  with the Company,  without
offering  their own  securities  to the public.  The  Company  intends to pursue
negotiations with qualified candidates.

     The Company will not be restricted  in its search for business  combination
candidates to any particular  geographical  area,  industry or industry segment,
and may enter into a combination  with a private business engaged in any line of
business.  Management's  discretion is, as a practical matter,  unlimited in the
selection of a combination  candidate.  The Company's  search  generally will be
directed  toward small to  medium-sized  companies.  The Company has not entered
into any  agreement  or  understanding  of any kind with any person  regarding a
business combination.

     PRE-COMBINATION  ACTIVITIES.  The Company's common stock is publicly quoted
on the OTC Bulletin Board, and it has insignificant assets and liabilities. With
these  characteristics,  management believes that the Company will be attractive
to privately held companies interested in becoming publicly traded by means of a
business combination with the Company,  without offering their own securities to
the public. The Company intends to pursue negotiations with qualified candidates
after effectiveness of this Registration Statement.

     The term "business  combination" (or "combination") means the result of (i)
a statutory merger or  consolidation  involving the Company and a privately held
business,  (ii) the  exchange  of  securities  of the  Company for the assets or
outstanding equity securities of a privately held business,  (iii) the merger or
consolidation  of a  privately  held  business  into  or  with  a  wholly  owned
subsidiary of the Company  formed for that purpose,  (iv) the sale of securities
of the Company for cash or other value to a business  entity or individual,  and
similar transactions.

     A combination may be structured as a merger, consolidation, exchange of the
Company's  Common  Stock for  assets or the  outstanding  stock of the  business
acquired,  sale of Common Stock for cash, or any other form which will result in
the combined  entity being a publicly held  corporation.  A sale of Common Stock
for cash or an  exchange  of Common  Stock for assets or stock may be made to an
individual or a business entity. It is not likely that any proposed  combination
will  be  subject  to  the  approval  of  the  Company's  shareholders.  Pending
negotiation and consummation of a combination,  the Company  anticipates that it
will have no  business  activities  or  sources  of  revenues  and will incur no
significant  expenses  or  liabilities  other  than  expenses  related  to  this
Registration Statement or to the negotiation of a combination.

     The Company will not be restricted  in its search for business  combination
candidates to any particular  geographical  area,  industry or industry segment,
and may enter into a combination  with a private business engaged in any line of
business,  including service, finance, mining,  manufacturing,  real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other.  Management's  discretion is, as a practical matter,
unlimited in the selection of a  combination  candidate.  The  Company's  search

                                        3

<PAGE>


generally will be directed toward small to medium-sized companies. Management of
the Company  will seek  combination  candidates  in the United  States and other
countries, as available time permits,  through existing associations and by word
of mouth.  The Company also may employ the services of business brokers or other
intermediaries.

     The Company has not entered into any agreement or understanding of any kind
with any person regarding a business combination. There can be no assurance that
the Company will be successful in locating a suitable  combination  candidate or
in concluding a business  combination  on terms  acceptable to the Company.  The
Company's  Board of Directors has not  established a time limitation by which it
must  consummate a suitable  combination;  however,  if the Company is unable to
consummate a suitable  combination within a reasonable period, such period to be
determined at the discretion of the Company's  Board of Directors,  the Board of
Directors will probably recommend its liquidation and dissolution.

     The  Company  will  participate  in a business  combination  only after the
negotiation and execution of a written agreement. Although the terms of any such
agreement   cannot  be  predicted,   such  agreements   generally   provide  for
representations  and warranties by the various  parties  thereto,  conditions of
closing,  post-closing  covenants  and  restrictions,   reciprocal  indemnities,
remedies  upon  default  and  other  terms.  As  a  general  matter,  management
anticipates  that the  Company  will  enter  into a letter  of  intent  with the
management,  principals or owners of a prospective combination candidate. Such a
letter of intent will set forth the terms of the proposed  acquisition  but will
not bind the Company to consummate  it.  Execution of a letter of intent will by
no means indicate that  consummation  of a combination is probable.  The Company
will not be bound unless and until it executes a definitive agreement concerning
the  combination,  as described in this paragraph,  and then only if the Company
has no contractual right to terminate the agreement on specified grounds.

     COMBINATION SUITABILITY STANDARDS. The Company will generally seek to avoid
companies whose business  appears to be  fad-oriented or otherwise  incapable of
sustained  long-term  growth.  In  seeking  combination  candidates,  management
anticipates  that the most  desirable  combination  candidates  will possess the
following attributes:

     1.   Strong operating  revenues,  or in the process of launching a business
          where contracts,  purchase orders or other existing  relationships are
          expected to generate strong revenues.

     2.   Experienced management in place or ready to joint the management team.

     Management  also may consider any or all of the  following  factors,  among
other possible factors, no one of which will be determinative:

     3.   If the candidate is an operating company, its financial track record.

     4.   The candidate's economic prospects,  such as potential for significant
          growth in revenues and earnings,  proprietary  technology  and rights,
          strength of marketing concept and size of potential market.

     5.   The  candidate's  capital  requirements  in  light  of its  access  to
          expansion capital.

     6.   Special  risks  associated  with the  candidate  and its  industry  or
          industry segment.

     7.   Perceived  desirability  of the candidate (or its industry or industry
          segment) or its product(s) to investors and investment  bankers in the
          public capital markets.

     8.   Current and potential future competition.


     Prior to  consummation  of any  combination  (other than a mere sale by the
Company of  controlling  interest in its  outstanding  stock) the  Company  will
require that the  business to be combined  provide the Company at the least with
an audited balance sheet as of the most recent fiscal year end and statements of
operations,  cash  flows and  changes in  stockholders'  equity for the two most
recent fiscal years,  audited by certified public accountants  acceptable to the
Company's management. Such financial statements must be adequate  to satisfy the

                                        4

<PAGE>


Company's  reporting  obligations under Section 15(d) or 13 of the Exchange Act.
Following consummation of a combination,  the Company will file a current report
on Form 8-K with the Commission  which discloses among other things the date and
manner of the combination,  the assets and consideration  involved, the identity
of the person or persons from whom the assets or other  property  was  acquired,
changes  in  management  and  biographies  of the new  officers  and  directors,
principal shareholders following the combination, and will provide, if required,
the financial statements referenced above.

     POST-COMBINATION  ACTIVITIES.  Following consummation of a combination, the
Company  anticipates  that control of the Company will change as a result of the
issuance of  additional  Common Stock to the  shareholders  of the  business(es)
acquired in the  combination.  Once such control has been assumed,  it is likely
that the new  controlling  shareholders  will call a meeting  for the purpose of
replacing the incumbent  directors of the Company with  candidates of their own,
and that the new directors  will then replace the incumbent  officers with their
own nominees.  Current management will not object to such replacements when duly
made.

     POTENTIAL INSIDER SALES OF STOCK. No officer,  director or affiliate of the
Company  currently  has any  intention  of selling  shares  owned by them in the
Company to any person in connection  with any business  opportunity  acquired by
the  Company.  However,  no law,  rule or  regulation,  and no bylaw or  charter
provision   prevents  any  such  persons  from  thus  actively   negotiating  or
consummating  such a sale of  their  shares.  Company  shareholders  will not be
afforded  any  opportunity  to review or approve any buyout of shares held by an
officer,  director  or  other  affiliate,   should  such  a  buyout  occur,  and
shareholders generally will not be afforded a similar opportunity to sell shares
in connection with such a transaction.

     USE OF  CONSULTANTS.  The Company has had no  discussions,  and has entered
into no  agreements  or  understandings,  with  any  consultant.  The  Company's
officers and directors have not in the past used any particular consultant(s) on
a regular basis and have no plan to recommend that any particular  consultant(s)
be  engaged  by the  Company  on any basis.  No  particular  criteria  regarding
experience,  services,  term of  service,  or the like has  been  considered  or
developed regarding the engagement of consultant(s). While the Company currently
has no plan to hire or  engage  consultant(s)  and  management  believes  that a
desirable business opportunity can be located and acquired by management,  it is
possible that  management  will find it necessary to hire or pay  consultants on
some  basis  in  relation  to an  acquisition,  as  discussed  in the  following
paragraph.

     ACQUISITION-RELATED  COMPENSATION.  It is possible that compensation in the
form of common stock, options, warrants or other securities of the Company, cash
or any combination thereof, may be paid to various persons in connection with an
acquisition  by the Company.  Such persons may include  officers,  directors and
promoters  of the  Company  and any of  their  respective  affiliates,  finders,
consultants or other persons. Any payments of cash would be made by the business
acquired or persons  affiliated or associated  with it, since the Company has no
cash. It is possible that the payment of such  compensation  may become a factor
in any negotiations for the Company's acquisition of a business opportunity. Any
such negotiations and compensation may present conflicts of interest between the
interests  of  persons   seeking   compensation   and  those  of  the  Company's
shareholders, and there is no assurance that any such conflicts will be resolved
in favor of the Company's shareholders.

Possible Origination of a Business
----------------------------------

     The Board of  Directors  has left open the  possibility  that,  instead  of
seeking a business  combination,  the Company may instead raise funding in order
to  originate  an  operating  business,  which may be in any industry or line of
business,  and could involve the Company's  origination of a start-up  business,
purchase and  development  of a business  already  originated by third  parties,
joint venture of a new or existing  business,  or take any other lawful form. It
is also  possible  that the Company may engage in one or more  combinations,  as
discussed  above, and originate a business in addition.  Potential  shareholders
should consider that management has the widest possible discretion in choosing a
business direction for the Company.

     Any funds needed to originate and develop a business would almost certainly
be raised from the sale of the Company's securities, since the Company lacks the
creditworthiness  to  obtain  a loan.  Management  does  not  believe  that  the
principal shareholders,  directors or executive officers of the Company would be
willing to guarantee  any debt taken on, and  obtaining a loan without  personal

                                        5

<PAGE>


guarantees is unlikely.  Capital could  possibly be raised from the sale of debt
instruments convertible into common stock upon the occurrence of certain defined
events,  but no such funding has been offered.  The Company has no current plans
to offer or sell  its  securities,  but  would  be  agreeable  do so if a worthy
business  opportunity  presents  itself and adequate  funding then appears to be
available.

State Securities Law Considerations
-----------------------------------

     Section 18 of the Securities Act of 1933, as amended in 1996, provides that
no law,  rule,  regulation,  order or  administrative  action  of any  state may
require  registration or qualification of securities or securities  transactions
with respect to a "covered  security." The term "covered security" is defined in
Section 18 to include,  among other things,  transactions  which are exempt from
registration  under the Securities  Act of 1933 pursuant to Section 4(1),  which
exempts transactions by "any person not an issuer, underwriter or dealer," (that
is,  secondary  resales,  such as  market  trades)  provided  the  issuer of the
security  files reports with the  Commission  pursuant to Section 13 or 15(d) of
the Exchange  Act and is timely in those  filings.  In other  words,  Section 18
defines a  covered  security  to  include  market  trades  and  other  secondary
transactions by shareholders in outstanding securities,  even if the issuer is a
"blank check" company, provided the issuer is a reporting company.

     While  subparagraph (c) of Section 18 as amended preserves the authority of
the states to require  certain  limited notice filings and to collect fees as to
certain  categories  of covered  securities  (including  Section 4(1)  secondary
transactions  in the  securities  of  reporting  companies),  a  state  may  not
"directly or  indirectly  prohibit,  limit,  or impose  conditions  based on the
merits of such  offering  or  issuer,  upon the  offer or sale of any  (covered)
security."  This  provision   prohibits  state   registration  or  qualification
requirements, other than requiring certain limited notice filings, of trading in
the securities of blank check companies which are SEC reporting  companies.  The
Company will comply with any such state limited notice filings as appropriate.

No Investment Company Act Regulation
------------------------------------

     Prior to  completing  a  combination,  the  Company  will not engage in the
business  of  investing  or  reinvesting  in, or  owning,  holding or trading in
securities,  or  otherwise  engaging  in  activities  which would cause it to be
classified as an  "investment  company" under the 1940 Act. To avoid becoming an
investment  company,  not more  than 40% of the  value of the  Company's  assets
(excluding  government  securities and cash and cash equivalents) may consist of
"investment  securities,"  which is defined to include all securities other than
U.S.  government  securities  and  securities  of  majority-owned  subsidiaries.
Because the Company  will not own less than a majority of any assets or business
acquired,  it will not be regulated as an investment  company.  The Company will
not pursue any combination  unless it will result in the Company owning at least
a majority interest in the business acquired.

Competition
-----------

     The Company will be in direct competition with many entities in its efforts
to locate suitable business  opportunities.  Included in the competition will be
business development  companies,  venture capital partnerships and corporations,
small business  investment  companies,  venture capital affiliates of industrial
and financial companies,  broker-dealers and investment bankers,  management and
management  consultant  firms and private  individual  investors.  Most of these
entities  will possess  greater  financial  resources and will be able to assume
greater  risks than those which the  Company,  with its limited  capital,  could
consider.  Many of these  competing  entities  will also  possess  significantly
greater  experience and contacts than the Company's  management.  Moreover,  the
Company also will be competing  with numerous  small public shell  companies for
such opportunities.

Risk Factors
------------

     At this time the shares of the Company are  speculative  and involve a high
degree of risk,  for the reasons  following.  The Company is in the  development
stage with no operations or revenues,  thus there are no financial  results upon
which anyone may base an assessment of its potential.  No combination  candidate
has been  identified for  acquisition by management,  nor has any  determination
been made as to any business  for the Company to enter,  and  shareholders  will
have no meaningful voice in any such determinations.  There is no assurance that

                                        6

<PAGE>


the Company will be  successful in  completing a  combination  or  originating a
business,  nor that the Company will be  successful or that its shares will have
any value even if a combination is completed or a business originated.

     The Company's officers and directors,  who serve only on a part-time basis,
have had limited  experience  in the  business  activities  contemplated  by the
Company, yet the Company will be solely dependent on them. The Company lacks the
funds or other incentive to hire full-time experienced  management.  Each of the
Company's management members has other employment or business interests to which
he devotes his primary  attention and will  continue to do so,  devoting time to
the Company only on an as-needed  basis.  Moreover,  members of  management  are
involved  in other  companies  also  seeking  to  engage in a  combination,  and
conflicts  of  interest  could  arise in the event they come  across a desirable
combination  candidate.  No assurance exists that all or any such conflicts will
be resolved in favor of the Company.

     After completion of a combination,  the current shareholders of the Company
may experience  severe dilution of their ownership due to the issuance of shares
in the  combination.  Any combination  effected by the Company almost  certainly
will  require  its  existing  management  and  board  members  to  resign,  thus
shareholders  have no way of knowing  what  persons  ultimately  will direct the
Company and may not have an effective voice in their selection.

Employees
---------

     The only employees of the Company currently are its officers, none of which
provide full time  services to the Company.  It is not expected that the Company
will  have or need  additional  employees  except as a result  of  completing  a
combination.

Conflicts of Interest
---------------------

     Certain  officers and  directors of the Company are  affiliated  with other
companies  having a similar  business  plan to that of the Company  ("affiliated
companies")  which may  compete  directly  or  indirectly  with the  Company for
combination candidates. The Company has not identified a specific business area,
industry or industry segment in which it will seek combination  candidates.  The
Company has made a  determination  that it will not  concentrate  its search for
combination candidates in any particular business, industry or industry segment,
since any such concentration is potentially limiting and confers no advantage to
the Company.  Certain specific conflicts of interest may include those discussed
below.

     1. The  interests  of any  affiliated  companies  from  time to time may be
inconsistent  in some respects with the interests of the Company.  The nature of
these  conflicts of interest may vary.  There may be  circumstances  in which an
affiliated  company may take advantage of an opportunity  that might be suitable
for the Company.  Although  there can be no assurance that conflicts of interest
will not  arise or that  resolutions  of any  such  conflicts  will be made in a
manner most  favorable  to the Company and its  shareholders,  the  officers and
directors of the Company have a fiduciary  responsibility to the Company and its
shareholders  and,  therefore,  must  adhere  to a  standard  of good  faith and
integrity in their dealings with and for the Company and its shareholders.

     2. The  officers  and  directors  of the Company  serve as officers  and/or
directors  of one or more  affiliated  companies  and may serve as officers  and
directors of other affiliated  companies in the future.  The Company's  officers
and directors are required to devote only so much of their time to the Company's
affairs  as they  deem  appropriate,  in  their  discretion.  As a  result,  the
Company's  officers and directors  may have  conflicts of interest in allocating
their management time, services, and functions among the Company and any current
and future  affiliated  companies  which  they may  serve,  as well as any other
business ventures in which they are or may become involved.

     3. The affiliated companies may compete directly or indirectly with that of
the Company for the acquisition of available,  desirable combination candidates.
Such conflicts are not expected to be resolved through arm's-length negotiation,
but rather in the discretion of management  members.  While any such  resolution
will be made with due regard to the  fiduciary  duty owed to the Company and its
shareholders,  there can be no assurance  that all  potential  conflicts  can be
resolved in a manner most  favorable to the Company as if no conflicts  existed.
Members  of the  Company's  management  who also are  members of  management  of
another  affiliated  company  will  also  owe  the  same  fiduciary  duty to the
shareholders  of each such  affiliated  company.  Absent  factors  unique to the

                                        7

<PAGE>


Company  or an  affiliated  company  which make it more or less  desirable  to a
potential  combination  candidate (such as age, name,  capitalization,  state of
domicile,  etc.), management expects that in the event of a direct conflict, any
combination  candidate  will be  presented  to the  Company  and any  applicable
affiliated companies in the order they were organized.

     As a practical matter, such potential conflicts could be alleviated only if
each previously or  contemporaneously  formed  affiliated  company either is not
seeking a combination candidate, has already identified a combination candidate,
is seeking a combination  candidate in a specifically  identified business area,
or is  seeking  a  combination  candidate  that  would  not  otherwise  meet the
Company's  selection  criteria.  In general,  the Company will be given priority
over  subsequently  formed  affiliated  companies  with  regard  to its  initial
acquisition  of a combination  candidate,  assuming that it meets the investment
criteria of the Company. It is likely, however, that the combination criteria of
the Company and any affiliated  companies are virtually identical as a practical
matter and that this will remain true.  In the final  analysis,  the Company and
its shareholders  ultimately must rely on the fiduciary  responsibility  owed to
them by the Company's officers and directors.

Item 2. DESCRIPTION OF PROPERTY.

     The Company  neither  owns nor leases any real estate or other  properties.
The Company's offices are located in the offices of Brasher and Company, counsel
to the Company,  and are provided at no charge.  This  arrangement will continue
until the  Company  raises  funding to  originate  a business  or  completes  an
acquisition of an operating  business,  in which latter event the offices of the
Company undoubtedly will be the same as those of the acquired company.

Item 3. LEGAL PROCEEDINGS.

     The Company is not involved in any threatened or pending legal proceeding.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security  shareholders  for the year
ended December 31, 1998, and no meeting of shareholders was held.


                                     PART II

Item 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS.

Market Information
------------------

      During the fiscal year ended  December  31, 1998,  the Common  Shares were
quoted   without   price   (name   only)   under   symbol   "RDVN"  on  the  OTC
(over-the-counter)   Electronic   Bulletin   Board   operated  by  the  National
Association of Securities Dealers,  Inc., but few transactions have taken place,
and there is no market for the Common Shares at this time. The common shares are
quoted at a bid price of $.01,  with no asked price.  There is unlikely to be an
active  market for the  shares  until a  combination  takes  place.  There is no
assurance that an active market will arise in the Common Shares in the future.

Holders
-------

     The Company had  approximately 51 shareholders of record as of December 31,
1998, which number may not include  shareholders whose shares are held in street
or nominee names.

Dividends
---------

     The Company does not expect to pay a cash  dividend  upon its capital stock
in the foreseeable future. Payment of dividends in the future will depend on the
Company's earnings (if any) and its cash requirements at that time.

                                        8

<PAGE>



Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Background
----------

     The Company was organized  for the purpose of creating a corporate  vehicle
to seek, investigate and, if such investigation warrants, acquire an interest in
business  opportunities  presented to it by persons or firms who or which desire
to  employ  the  Company's  funds in  their  business  or to seek the  perceived
advantages  of a  publicly-held  corporation.  The Company will not restrict its
search to any specific  business,  industry or  geographical  location,  and the
Company may participate in a business venture of virtually any kind or nature.

Liquidity
---------

     As of December 31, 1998,  the Company had  accumulated a deficit (net loss)
of $7,997. The Company had assets of approximately  $12,900 in cash.  Management
is  actively  seeking  to  make  one or  more  acquisitions  of  privately  held
companies,  properties or interests as described  above, but has not yet entered
into any understanding, agreement or arrangement with any person respecting such
an acquisition.  Whether the Company  ultimately becomes a going concern depends
upon its success in finding and  acquiring a suitable  private  business and the
success of that acquired business.  The Company has no long-term liabilities and
only modest short-term liabilities discussed below. Assets and cash available to
the Company from its Management and  shareholders  may not be sufficient for the
Company to carry out its business plan.  Problems  relating to capital resources
are more fully discussed in the paragraph below.

Results of Operations
---------------------

     For the year ended  December  31,  1998,  the Company  had no revenues  and
incurred a net loss of $7,997 as  compared to a net loss of $46,246 for the year
ended  December  31,  1997.  Expenses  in calendar  1998  related  primarily  to
miscellaneous filing fees,  accounting fees and legal fees. During 1997 expenses
related  primarily  to  filing  fees and  accounting  fees.  For the year  ended
December 31, 1997,  the Company  incurred a net loss of $46,246 as compared to a
net loss of $5,754 for the year  ended  December  31,  1996.  Expenses  for 1996
related primarily to legal and accounting fees.

Year 2000 Issues
----------------

     The Company has no operations  or revenues,  does no business with vendors,
suppliers or  customers,  and in fact has no material  relationships  with other
companies.  The Company  therefore does not  anticipate  that it will suffer any
material  effects  and does not  expect to incur any  losses as a result of Year
2000 issues.

Capital Resources
-----------------

     The Company has no  commitment  for any capital  expenditure  and  foresees
none. However,  the Company will incur routine fees and expenses incident to its
reporting duties as a public company, and it will incur fees and expenses in the
event it makes or attempts to make an acquisition.  As a practical  matter,  the
Company  expects no significant  operating  costs other than  professional  fees
payable to attorneys and accountants.  In regard to a proposed acquisition,  the
Company  intends to require  the target  company to deposit  with the  Company a
retainer which the Company can use to defray such  professional  fees and costs.
In this way, the Company  could avoid the need to raise funds for such  expenses
or becoming indebted to such professionals.  Moreover, investigation of business
ventures for potential  acquisition will involve some costs,  including  travel,
lodging,  postage and long-distance telephone charges.  Management hopes, once a
candidate  business  venture is deemed to be  appealing,  to  likewise  secure a
deposit from the business  venture to defray expenses of further  investigation,
such as air travel and lodging expenses. An otherwise desirable business venture
may, however,  decline to post such a deposit.  In this event, such expenses can
only be covered if affiliates  of the Company loan or  contribute  the necessary
capital to the Company  (which is not  assured)  or if the Company is  otherwise
able to raise funds from third parties.

     The Company  has no current  intention  of making a public  offering of its
securities but will  investigate  the  feasibility of raising  capital in one or
more private  transactions,  if needed. The Company cannot assess the likelihood

                                        9

<PAGE>


of raising  any such  capital  or of  obtaining  loans.  No source of funding or
capital has been identified,  and the Company has no credit or means to obtain a
loan.

Item 7. FINANCIAL STATEMENTS.

     See index to  financial  statements  at page 14. The  financial  statements
begin following that index. No supplementary financial data is required.

Item  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  OR  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

     None.

                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

Identification of Current Directors and Executive Officers
----------------------------------------------------------

     The persons  who have served as  directors  and  executive  officers of the
Company since April 13, 1994, their ages and positions held in the Company,  are
listed  below.  Each  director  will  serve  until the next  annual  meeting  of
shareholders,  or until their  respective  successors have been elected and duly
qualified.  Directors serve one-year terms. Officers hold office at the pleasure
of the Board of  Directors,  absent  any  employment  agreement,  of which  none
currently exist or are contemplated.  There are no family relationships  between
any director or executive officer.

      Name                      Age                  Position
      ----                      ---                  --------

Randy J. Sasaki                  40      Director and Chairman of the Board,
                                           President, Chief Executive Officer, 
                                           Chief Financial Officer

John D. Brasher Jr.              47      Director

Thomas M. Liston                 44      Secretary, Treasurer, Director


Biographical Information
------------------------

     The following is a brief account of the business experience during at least
the past five years of each person who is a director  and  executive  officer at
the  time of  filing  this  report,  indicating  the  principal  occupation  and
employment  during  that  period,  and the name and  principal  business  of the
organization  in which such  occupation and employment were carried out. None of
such persons has ever devoted full time or any significant time to the Company's
business.  These  persons have agreed to devote only such time to the  Company's
business as seems reasonable and necessary from time to time.

     RANDY J. SASAKI.  Mr. Sasaki currently is the owner and director of Pacific
Consulting  Group,  Inc., a Nevada  corporation  headquartered in Newport Beach,
California,  which  provides  business  consulting  services.  Formerly,  he was
engaged as a private  consultant by JDK & Associates,  Inc., a public  relations
firm based in Newport Beach,  California  since  mid-1993.  From January 1992 to
mid-1993,  Mr. Sasaki attended Metropolitan State University in Denver, where he
was working toward a masters degree in finance.  Since 1990 he has been an owner
and director of Ceiling Systems BV, a Netherlands  company established to market
and sublicense patented technology and equipment  associated with the renovation
of commercial buildings,  and from 1989 to 1992, he served as manager of Ceiling
Systems,  Inc., a corporation  headquartered in Denver which developed  patented
technology used in the renovation of commercial building ceilings.  From 1988 to
1989,   Mr.  Sasaki  was  sales  manager  and  a  minority  owner  of  Manhattan
Corporation,  a Denver-based company engaged in the business of switching mutual
funds, primarily managing retirement plans of United Airlines pilots.

                                       10

<PAGE>



In 1985, while working  part-time at Continental  Airlines as a customer service
representative,  Mr.  Sasaki  began  trading  futures  on the New  York  Futures
Exchange for his own account. He and an associate were ranked 12th in the United
States  during the 1986 U.S.  Trading  Championship  sponsored  by and  reported
Investor's  Daily on January 6, 1986,  also  reported in  Barron's  and Stocks &
Commodities.  Mr. Sasaki holds a B.S.  degree in Aeronautical  Engineering  from
Metropolitan  State  College in Denver,  Colorado.  Mr. Sasaki is a Director and
President  of  Proquest  Capital  Corporation,  a company  with a business  plan
similar to that of the Company.

     JOHN D. BRASHER JR. Mr. Brasher is an attorney  engaged since February 1988
in the practice of law in Denver,  Colorado,  as proprietor of Brasher & Company
and  concentrates  in the fields of corporate and securities  law. From February
1987 to February 1988 he practiced law as a  profit-sharing  partner in the firm
of Pred and Miller, Denver, Colorado,  concentrating in corporate and securities
law. From August 1982 until February 1987, Mr. Brasher  practiced  corporate and
securities  law as an  associate  and later as a partner of  Broadhurst,  Brook,
Mangham and Hardy, of Lafayette,  Louisiana.  Mr. Brasher received a B.A. degree
in  English  in 1979,  and in 1982  received  a law  degree  (J.D.),  both  from
Louisiana State University. He is admitted to practice in the States of Colorado
and Louisiana and is a member of the bar of the United States Supreme Court.  He
is also CEO and President of Cerx Entertainment Corporation,  Champion Ventures,
Inc.,  and Cerx Venture  Corporation,  companies with a business plan similar to
that  of  the  Company.   Mr.  Brasher  is  a  director  of  Vacation   Emporium
International,  Inc.,  a company  engaged in the  business of selling  timeshare
interests.

     THOMAS M. LISTON.  In November  1994,  Mr. Liston and others formed Visions
Incorporated,  a Denver company of which he is Vice President,  which engages in
the  development,  manufacture  and  marketing  of  new  products  for  the  law
enforcement and securities industry. In 1992 and 1993, Mr. Liston was associated
with  Business  Appraisal  Associates  in  Denver,  Colorado,  as a real  estate
appraiser and financial consultant. In 1990 and 1992, Mr. Liston was a part-time
salesman  for  Ceiling  Systems,  Inc.  in Denver  and  acted as an  independent
financial  consultant.  Mr.  Liston is a  Colorado  Registered  Appraiser  (Real
Estate)  and,  though  currently  inactive,   holds  securities  licenses  as  a
registered  representative  and  registered  principal.  From 1988 to 1990,  Mr.
Liston was manager and an owner of  Inter-Cap  Investments,  Inc.,  a securities
brokerage firm in Aurora,  Colorado. Mr. Liston graduated in 1976 from Southwest
Missouri State University (Springfield, Missouri) with a B.S. degree in Business
Management.

Significant Employees
---------------------

     None, other than officers of the Company listed above.

Item 10. EXECUTIVE COMPENSATION.

Cash Compensation
-----------------

     For the year ended  December 31, 1998, no executive  officer  received cash
compensation other than perhaps reimbursement of out-of-pocket expenses incurred
on behalf of the Company. Any such amounts were nominal.

Compensation Pursuant to Plans
------------------------------

     No compensation was paid to executive  officers pursuant to any plan during
the year just ended, and the Company has no agreement or understanding,  express
or  implied,  with  any  officer  or  director  concerning  employment  or  cash
compensation for services.

     EMPLOYEE STOCK COMPENSATION PLAN. The Company has adopted the 1997 Employee
Stock  Compensation Plan for employees,  officers,  directors of the Company and
advisors to the Company (the "ESC Plan").  The Company has reserved a maximum of
1,000,000 Common Shares,  after giving effect of the 1-for-100 reverse split, to
be issued upon the grant of awards under the ESC Plan.  Employees will recognize

                                       11

<PAGE>


taxable  income upon the grant of Common Stock equal to the fair market value of
the  Common  Stock on the date of the grant and the  Company  will  recognize  a
compensating  deduction at such time. The ESC Plan will be  administered  by the
Board of Directors. No Common Stock has been awarded under the ESC Plan.

     COMPENSATORY   STOCK  OPTION  PLAN.   The  Company  has  adopted  the  1997
Compensatory Stock Option Plan for officers,  employees,  directors and advisors
(the "CSO Plan").  The Company has reserved a maximum of 2,000,000 Common Shares
to be issued upon the exercise of options  granted  under the CSO Plan.  The CSO
Plan will not qualify as an "incentive  stock option" plan under Section 422A of
the Internal Revenue Code of 1986, as amended. Options will be granted under the
CSO Plan at exercise  prices to be determined by the Board of Directors or other
CSO Plan  administrator.  With  respect to options  granted  pursuant to the CSO
Plan,  optionees  will not  recognize  taxable  income upon the grant of options
granted at or in excess of fair market value.  The Company will be entitled to a
compensating deduction (which it must expense) in an amount equal to any taxable
income  realized by an optionee as a result of  exercising  the option.  The CSO
Plan will be administered by the Board of Directors or a committee of directors.
No options have been granted under the CSO Plan.

Other Compensation.
-------------------

     None.

Compensation of Directors.
--------------------------

     None.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth,  as of  December  31,  1998,  the stock
ownership  of each  officer and  director of the  Company,  of all  officers and
directors of the Company as a group,  and of each person known by the Company to
be a  beneficial  owner of 5% or more of its Common  Stock,  $.001 par value per
share.  Except  as  otherwise  noted,  each  person  listed  below  is the  sole
beneficial  owner of the shares and has sole investment and voting power as such
shares. No person listed below has any option, warrant or other right to acquire
additional securities of the Company, except as noted.

                                                Amount
   Name and Address of                    Common Stock Owned  Percent of Common
   of Beneficial Owner                       Beneficially     Stock  Outstanding
   -------------------                       ------------     -----  -----------

*Randy J. Sasaki ..........................      12,500              3.9%
      2439 West Coast Highway, Suite 202
      Newport Beach, California 92663

*John D. Brasher Jr. ......................      25,000              7.8%
      90 Madison Street
      Suite 707
      Denver, Colorado 80206

*Thomas Liston ............................         -0-              -0-
      2604 South Xanadu Way
      Aurora, Colorado 80014

      *All directors and executive
      executive officers (3 persons) ......      37,500             11.7%



                                       12

<PAGE>



Changes in Control
------------------

     Management  of the  Company  does not  currently  anticipate  any change of
control in the  management  of the  Company  unless and until a  combination  is
completed.

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There were no transactions,  or series of transactions,  for the year ended
December 31, 1998, nor are there any currently proposed transactions,  or series
of  transactions,  to which the Company is a party,  in which the amount exceeds
$60,000,  and in which to the knowledge of the Company any  director,  executive
officer,  nominee,  five  percent or greater  shareholder,  or any member of the
immediate family of any of the foregoing  persons,  have or will have any direct
or indirect material interest.

                                     PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits.  The following  exhibits are filed with this report,  except
those indicated as having previously been filed with the Securities and Exchange
Commission and are  incorporated  by reference to another  report,  registration
statement or form.  As to any  shareholder  of record  requesting a copy of this
report,  the Company  will  furnish any exhibit  indicated  in the list below as
filed with report upon payment to the Company of its expenses in furnishing  the
information.

     3.1  Articles  of  Incorporation  of  Renegade  Venture
          Corporation,  incorporated by reference to Exhibit
          3.1 to  registration  statement on Form S-18, file
          No. 33-30476 dated August 11, 1989)................................. 1

     3.2  Bylaws   of    Renegade    Venture    Corporation,
          incorporated   by  reference  to  Exhibit  3.2  to
          registration  statement  on form  S-18,  file  No.
          33-30476 dated August 11, 1989)..................................... 1

     3.5  Amendment to Articles of Incorporation of Renegade
          Venture  Corporation,  incorporated  by  reference
          from  Exhibit  3.5 to Form 8-K  dated  August  16,
          1996)............................................................... 1

     3.6  Articles and Certificate of Merger dated September
          18, 1997, between Renegade Venture Corporation and
          Renegade  Venture  (Nev.)  Corporation,  a  Nevada
          corporation,   with  Merger   Agreement   attached
          thereto as Exhibit A, incorporated by reference to
          Exhibit   2.1  to  Form  8-K  dated   October   2,
          1997)............................................................... 1

     3.7  Certificate of  Incorporation  of Renegade Venture
          (Nev.)  Corporation,  incorporated by reference to
          Exhibit 3.1 to Form 8-K dated October 2, 1997)...................... 1

     3.8  Bylaws of  Renegade  Venture  (Nev.)  Corporation,
          incorporated  by  reference to Exhibit 3.2 to Form
          8-K dated October 2, 1997).......................................... 1

     4.1  Specimen common stock certificate, incorporated by
          reference to Exhibit 4.1 to registration statement
          of Form S-18,  file No.  33-30476 dated August 11,
          1989)............................................................... 1

     10.1 1997 Compensatory Stock Option Plan,  incorporated
          by  reference  to  Exhibit  10.1 to Form 8-K dated
          October 2, 1997).................................................... 1

     10.2 1997    Employee    Stock    Compensation    Plan,
          incorporated  by reference to Exhibit 10.2 to Form
          8-K dated October 2, 1997).......................................... 1



                             13

<PAGE>


          1    - Incorporated  by reference to another  registration  statement,
               report or document.

          2    - Includes Exhibits filed as part of this Report.


     (b) Reports on Form 8-K. NONE

     (c) Financial statements and supplementary data.

                          Index to Financial Statements
                          -----------------------------

Independent Auditor's Report ............................................... F-1

Balance Sheet as of December 31, 1998 ...................................... F-2

Statements of Operations for years ended
 December 31, 1998 and 1997 and from Inception
 (February 13, 1989) through December 31, 1998 ............................. F-3

Statement of Changes in Stockholders' Equity
 from Inception (February 13, 1989) through
 December 31, 1998 ......................................................... F-4

Statement of Cash Flows for years ended
 December 31, 1998 and 1997 and from Inception
 (February 13, 1989) through December 31, 1998  ............................ F-5

Summary of Significant Accounting Policies ................................. F-6

Notes to Financial Statements .............................................. F-6



                                   SIGNATURES


     In accordance  with section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant  caused  this  Report on Form  10-KSB to be signed on its
behalf by the undersigned, thereto duly authorized individual.

Date:  March 18, 1999
                                         RENEGADE VENTURE (NEV.) CORPORATION




                                         By: /s/ Randy J. Sasaki
                                            ------------------------------------
                                            Randy J. Sasaki, CEO, CFO, President



                                       14

<PAGE>


     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

Name                                   Title                       Date
----                                   -----                       ----



/s/ Randy J. Sasaki           CEO, CFO, President, Director    March 18, 1999
-----------------------
Randy J. Sasaki

                              Secretary, Director
-----------------------
Thomas Liston


/s/ John D. Brasher Jr.       Director                         March 18, 1999
-----------------------
John D. Brasher Jr.

                                       15

<PAGE>





                       RENEGADE VENTURE (NEV.) CORPORATION
                          (a development stage company)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 1998



<PAGE>


                                    CONTENTS
                                    --------





Auditor's Report                                                             F-1


Balance Sheet                                                                F-2


Statement of Operations                                                      F-3


Statement of Changes in Stockholders'
   Equity (Deficit)                                                          F-4


Statement of Cash Flows                                                      F-5


Notes to the Financial Statements                                            F-6


<PAGE>


                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT




To the Board of Directors
Renegade Venture (Nev.) Corporation
Denver, Colorado




I have  audited  the  accompanying  balance  sheet of  Renegade  Venture  (Nev.)
Corporation, formerly Renegade Venture Corporation (a development stage company)
as of December 31, 1998, and the related  statements of  operations,  changes in
stockholders'  equity  (deficit)  and cash  flows  for each of the  years  ended
December 31, 1998 and 1997,  and the related  cumulative  amounts for the period
from  inception  (February  13,  1989) to December  31,  1998.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit of the financial  statements provides a reasonable basis
for my opinion.

In my opinion,  the financial  statements  referred to above present  fairly the
financial  position of Renegade  Venture  (Nev.)  Corporation as of December 31,
1998  and  the  results  of its  operations,  changes  in  stockholders'  equity
(deficit) and cash flows for each of the years ended December 31, 1998 and 1997,
and the related cumulative  amounts for the period from inception  (February 13,
1989) to December 31, 1998 in  conformity  with  generally  accepted  accounting
principles.







Brian J. Wilcomb, CPA, P.C.                                     February 2, 1999
Louisville, Colorado



                                       F-1

<PAGE>


                       RENEGADE VENTURE (NEV.) CORPORATION
                          (a development stage company)
                                  BALANCE SHEET
                                DECEMBER 31, 1998




           ASSETS
           ------


CURRENT ASSETS:
  Cash held by trustee                                                 $ 12,900
                                                                       --------


TOTAL ASSETS                                                           $ 12,900
                                                                       ========


    LIABILITIES AND STOCKHOLDERS' EQUITY
    ------------------------------------


CURRENT LIABILITIES
  Accounts payable                                                     $ 41,073

STOCKHOLDER'S EQUITY:
  Common stock (note 3), .001 par value,
   50,000,000 shares authorized,
   320,000 shares issued and
   outstanding                                                              320

  Additional paid-in capital                                             62,805

  Preferred stock, (note 3), .011 par
   value, 5,000,000 shares authorized,
   no shares issued or outstanding                                         --

  Deficit accumulated during
   development stage                                                    (91,298)
                                                                       --------
            Stockholders' Equity                                        (28,173)
                                                                       --------

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                                 $ 12,900
                                                                       ========




    The accompanying notes are an integral part of this financial statement.


                                       F-2
<PAGE>


                       RENEGADE VENTURE (NEV.) CORPORATION
                          (a development stage company)
                             STATEMENT OF OPERATIONS



                                                                    Period From
                                                                     Inception
                                                                   (February 13,
                                              Year Ended              1989) to
                                             December 31,           December 31,
                                          1998           1997           1998
                                          ----           ----       ------------

REVENUE                                 $       0      $       0      $       0
                                        ---------      ---------      ---------

EXPENSES:
  Legal and accounting                      6,720         38,408         67,918
  Stock transfer and
     promotion                                958          6,571         24,710
  Office and postage                          319          1,267          4,964
  Amortization                               --             --            1,760
                                        ---------      ---------      ---------
   Total expenses                           7,997         46,246         99,352
                                        ---------      ---------      ---------
   Loss from operations                    (7,997)       (46,246)       (99,352)
                                        ---------      ---------      ---------
OTHER INCOME (EXPENSE):
  Interest income                            --             --            8,054
                                        ---------      ---------      ---------

NET LOSS INCURRED DURING
  DEVELOPMENT STAGE                     ($  7,997)     ($ 46,246)     ($ 91,298)
                                        =========      =========      =========


NET LOSS PER SHARE (a)                  ($   0.02)     ($   0.14)     ($   0.30)
                                        =========      =========      =========

WEIGHTED AVERAGE SHARES
   OUTSTANDING                            320,000        320,000        299,570
                                        =========      =========      =========

DIVIDENDS DECLARED PER SHARE                 --             --             --
                                        =========      =========      =========



    The accompanying notes are an integral part of this financial statement.


                                       F-3

<PAGE>


                       RENEGADE VENTURE (NEV.) CORPORATION
                          (a development stage company)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                              PERIOD FROM INCEPTION
                               (FEBRUARY 13, 1989)
                              TO DECEMBER 31, 1998



                                                             Deficit
                                                           Accumulated
                              Common stock                   During
                         No. of Shs              Paid-in   Development
                          (000's)    Dollars     Capital      Stage     Total
                          -------    -------     -------      -----     -----

Issuance of common
  stock, net of
  issuance costs           32,000    $  3,200    $ 59,925              $ 63,125

Reverse stock-split
  August 9, 1996 -                                                            0
   Cancel outstanding
    shares                (32,000)
   Issue replacement
    shares                    320

Eliminate par value
  August 9, 1996                       59,925     (59,925)                    0

Loss for the period
  from inception
  (February 13, 1989)
  to December 31, 1996                                      ($37,055)   (37,055)
                         --------    --------    --------   --------   --------
Balance -
  December 31, 1996           320      63,125           0    (37,055)    26,070

Reinstatement of par
  value upon redomicil-
  iation to Nevada                    (62,805)     62,805

Loss for the period
  ended December
  31, 1997                                                   (46,246)   (46,246)
                         --------    --------    --------   --------   --------
Balance -
  December 31, 1997           320         320      62,805    (83,301)   (20,176)

Loss for the period
  ended December
  31, 1998                                                    (7,997)    (7,997)
                         --------    --------    --------   --------   --------
Balance -
  December 31, 1998           320    $    320    $ 62,805   ($91,298)  ($28,173)
                         ========    ========    ========   ========   ========




    The accompanying notes are an integral part of this financial statement.


                                       F-4

<PAGE>


                       RENEGADE VENTURE (NEV.) CORPORATION
                          (a development stage company)
                             STATEMENT OF CASH FLOWS



                                         Year Ended        Period From Inception
                                         December 31,       (February 13, 1989)
                                      1998          1997   to December 31, 1998
                                      ----          ----   --------------------
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net Loss                          ($ 7,997)     ($46,246)     ($91,298)
  Adjustments to reconcile net
   loss to net cash used by
   operating activities:
    Amortization                        --            --           1,760
    Increase (decrease) in
     accounts payable                  3,269        36,346        41,073
                                    --------      --------      --------
  Net cash used by operating
     activities                       (4,728)       (9,900)      (48,465)
                                    --------      --------      --------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
  Net proceeds from issuance of
   common stock                                                   63,125
                                    --------      --------      --------
  Net cash provided by
     financing activities                  0             0        63,125
                                    --------      --------      --------

CASH FLOWS FROM INVESTING
 ACTIVITIES
  Organization costs incurred              0             0        (1,760)
                                    --------      --------      --------
  Net cash used by
     investing activities                  0             0        (1,760)
                                    --------      --------      --------

NET INCREASE (DECREASE)
 IN CASH                              (4,728)       (9,900)       12,900

CASH AND CASH EQUIVALENTS -
  BEGINNING OF PERIOD                 17,628        27,528             0
                                    --------      --------      --------
CASH AND CASH EQUIVALENTS -
  END OF PERIOD                     $ 12,900      $ 17,628      $ 12,900
                                    ========      ========      ========




    The accompanying notes are an integral part of this financial statement.


                                       F-5

<PAGE>


                       RENEGADE VENTURE (NEV.) CORPORATION
                          (a development stage company)
                          Notes To Financial Statements
                                December 31, 1998

1. Summary of Significant Accounting Policies
---------------------------------------------

Renegade Venture (Nev.) Corporation, formerly Renegade Venture Corporation, (the
"Company")  was  incorporated  on February 13, 1989. The Company was formed as a
Blank Check Company to obtain funding from a public offering in order to provide
a vehicle  to  acquire  or  engage in  business  opportunities  that  management
believes have potential for profitability. Through December 31, 1998 the Company
had been  seeking a viable  prospective  opportunity  and had not engaged in any
other activities.

During  1997,  the Company was  redomiciled  as a Nevada  corporation  through a
merger  with  a  newly  formed  Nevada  corporation,   Renegade  Venture  (Nev.)
Corporation, a wholly-owned subsidiary of Renegade Venture Corporation.

The financial statements of the Company have been prepared on the accrual basis.
Following is a summary of significant accounting policies.

Development  stage - The Company is in the development  stage, as defined in the
Statement of Financial Accounting Standards No. 7, as revenues have not yet been
generated from planned operations.

The Company intends to continue its efforts to find a suitable merger  candidate
in accordance with its original operating plan.

Cash and cash  equivalents - Cash held by trustee,  certificates  of deposit and
checking  accounts are considered cash and cash  equivalents for purposes of the
statement of cash flows.

Organization  costs  -  Certain  costs  incurred  to  set up  the  Company  were
capitalized and amortized over five years.
These costs are fully amortized.

Income  taxes - The  Company  accounts  for  income  taxes  under  Statement  of
Financial Accounting Standards No. 109 ("FASB No. 109").  Temporary  differences
are  differences  between  the tax basis of  assets  and  liabilities  and their
reported  amounts in the  financial  statements  that will  result in taxable or
deductible amounts in future years. The Company's temporary  difference consists
of net operating loss carryforwards.


2. Related Party Transactions
-----------------------------

Through  April 9, 1994 the  Company  maintained  its office at the office of the
former  president of the  Company.  No rent was ever paid by the Company to this
former president. Bookkeeping and office management duties were performed by the
spouse of the former  president  of the  Company.  Fees of $90 to $125 per month
were paid from 1991 through March, 1994 for these services.

                                       F-6


<PAGE>


2. Related Party Transactions (cont.)
-------------------------------------

Since 1994, it has  maintained  its office at the office of the Company's  legal
counsel,  who is also a  director  of the  Company.  No rent is  charged  to the
company for the use of this office  space.  During 1998 and 1997,  this director
charged  the  Company  $2,950  and  $35,500,  respectively,  for legal  services
performed during the year. All of these fees are unpaid and included in accounts
payable the accompanying financial statements. The remaining balance in accounts
payable for 1998 and 1997 includes  expenses incurred by this director on behalf
of the  Company.  This  director  does not  intend to be paid for these fees and
expenses from the Company's current operating capital.


3. Common Stock Transactions
----------------------------

During 1989, the Company completed a public offering. The Company sold 5,000,000
units  consisting  of 2 shares of $.0001 par value  common stock and one Class A
common stock purchase  warrant at $.02 per unit.  The Class A warrants  entitled
the holder to purchase one share of common stock at $.02 per share,  and receive
one Class B warrant  which  entitled  the holder to purchase one share of common
stock at $.04 per share. In addition,  the underwriter was issued warrants which
entitled them to purchase  500,000 of the public  offering units discussed above
with an  exercise  price  of $.024  per  unit for a flat fee of $50.  A total of
$100,050 was raised in this initial  public  offering,  less $37,425 in offering
costs.

Prior to the initial public  offering,  22,000,000  common shares were issued to
the founder and other insiders for their efforts in setting up the Company.

During  1989,  an  additional   7,500,000   Class  A  warrants  were  issued  to
non-affiliated individuals for $500.

All  warrants  discussed  above,  including  the  Class A and B and  Underwriter
warrants, have since expired unexercised.

No  additional  shares  have been  issued  since this  initial  public  offering
described above.

On April 9, 1994, the majority  shareholder  and founder of the Company sold 90%
of his interest to an unaffiliated  group. At that time, the former officers and
directors  resigned  and  control of the  company  shifted  to the new  majority
shareholders.

Effective August 9, 1996 the Company's  articles of incorporation  were amended,
making  several  changes  affecting  common  stock.  A  reverse-stock  split was
approved, whereby 100 shares of the original common stock were replaced with one
share of common  stock.  This action  reduced the number of  outstanding  common
shares from 3,200,000 to 320,000.  The par value of the common stock was changed
from  $.0001 to no par value.  What has been  reported  as  "Additional  paid-in
capital" which  totalled  $59,925 has been  reclassified  as common stock on the
accompanying balance sheet.


                                       F-7

<PAGE>


3. Common Stock Transactions (cont.)
------------------------------------

The  number of  authorized  common  shares  was  increased  from  32,000,000  to
50,000,000.  Finally,  the number of authorized  preferred shares was changed to
5,000,000  and the  original  par value of $.10 was changed to no par value.  No
preferred shares have ever been issued by the Company.

As part of the 1997  redomiciliation to Nevada (see below),  statutory par value
of $.001 for both common and preferred stock was established.

During 1996, the Company's  shareholders  approved the 1994  Compensatory  Stock
Option Plan. The plan provides for options to purchase up to 2,000,000 shares of
common stock,  after the  reverse-stock  split discussed above. The options give
the right to purchase  common stock at "fair market  value" as determined by the
Board of Directors at the date of issuance for a period of up to five years.

During 1996,  the Company's  shareholders  also approved the 1994 Employee Stock
Compensation  Plan. This plan allows for up to 1,000,000 shares of common stock,
after the reverse- stock split  discussed  above, to be issued to key employees,
officers,  directors and certain other  persons  affiliated  with the Company as
compensation.

As part of the 1997  redomiciliation  to  Nevada  (see  below),  the 1994  plans
described above were adopted and renamed the 1997 Compensatory Stock Option Plan
and the 1997 Employee
Stock Compensation Plan.

As of December 31, 1998,  no stock  options  under the 1997  Compensatory  Stock
Option  plan,  nor have any  common  shares of stock  under the  Employee  Stock
Compensatory Plan been issued.

During 1997,  the company  redomiciled  to the state of Nevada by merging with a
newly formed Nevada corporation, Renegade Venture (Nev.) Corporation. Each share
of  Renegade   Venture   Corporation   was   converted   into  one  fully  paid,
non-assessable share of the new corporation.

4. Income Taxes
---------------

Effective  January 1, 1993, the Company  adopted FASB No. 109,  "Accounting  For
Income Taxes".  Under the provisions of FASB No. 109, the Company elected not to
restate prior years and determined that the cumulative effect of this accounting
change  was  immaterial.  Additionally,  adopting  this  change  did not  have a
material effect on the operating results for the year ended December 31, 1993.

The difference  between the tax basis of assets and liabilities  gives rise to a
net deferred tax asset of approximately $18,000 consisting of the tax effects of
net operating loss carryforwards. As of December 31, 1998, a valuation allowance
equal to the net  deferred tax asset  recognized  has been  recorded,  as it was
determined that the deferred tax asset may never be realized.

At December 31,  1998,  the Company has a net  operating  loss  carryforward  of
approximately  $90,000 which expires  between the years ended  December 31, 2005
and 2014.

                                       F-8


<PAGE>


5. Use of Estimates in the Preparation of Financial Statements
--------------------------------------------------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual amounts could differ from those estimates.



                                       F-9